Leading global law firm Baker McKenzie has advised Fairfax Financial Holdings Limited ("Fairfax") on its acquisition of KIPCO's 46.32% shareholding in Gulf Insurance Group K.S.C.P ("GIG") for approximately US$ 860 million (subject to adjustment for GIG dividends received by KIPCO during 2023). Fairfax is a leading holding company headquartered and listed in Toronto which, through its subsidiaries, is primarily engaged in property and casualty insurance and reinsurance and the associated investment management. Listed on Boursa Kuwait, GIG is among the largest and most diversified insurance groups in the Middle East and North Africa, with operations across 12 countries and a market-leading presence in Kuwait, Jordan, Bahrain and Egypt.
Following closing of the acquisition in December 2023, Fairfax’s shareholding in GIG increased from 43.69% to 90.01%. Closing of the acquisition was subject to the receipt of all necessary approvals from applicable regulators, including merger control, capital markets, stock exchange and insurance regulators in each relevant jurisdiction in which GIG operates, and the satisfaction of other customary closing conditions.
In accordance with regulations of the Capital Markets Authority of Kuwait, closing of the acquisition requires Fairfax to initiate a mandatory tender offer ("MTO") to all other holders of shares in GIG. Fairfax intends to launch the MTO in the first quarter of 2024.
The Baker McKenzie cross-practice group team included lawyers from the Firm's offices across London, Dubai, Riyadh, Bahrain, Istanbul, Cairo, Brussels, Amsterdam and Toronto. The core corporate team was led by London Corporate Partner George Marshall and Dubai Corporate Partner Abeer Jarrar, with support from corporate senior associates Haya Massoud (Riyadh) and Ben Saraci (London) and corporate associates Akshay Prasad (London) and Rebecca Longe (London).
The broader Baker McKenzie team included:
• Corporate: Hani Nassef (Partner, Cairo), Mohamed Abdelhalim (Of Counsel, Cairo) and Malak Abou Senna (Associate, Cairo).
• Banking and Finance: Nick Tostivin (Partner, London), Thomas Hosted (Senior Associate, London), Serge Diaz (Trainee, London); Muhsin Keskin (Partner, Istanbul), Ece Deniz Gunel (Associate, Istanbul); and Marwa Abdulmalik (Associate, Bahrain).
• Competition, Trade and Foreign Investment: Samantha Mobley (Partner, London), David Monnier (Partner, Riyadh), Mohamed Elfar (Counsel, Cairo), Ciara Conte (Associate, Brussels), Roma McCool (Associate, London), Marwan Othman (Associate, Riyadh), Sietske Brinksma (Associate, Amsterdam), Esen Ergul (Associate, Istanbul), Irem Turgut (Associate, Istanbul) and Ruwaa AlAbdullatif (Trainee, Riyadh).
• Tax: Alistair Craig (Partner, London), Reggie Mezu (Special Counsel, Dubai), Marina Tokunova (Legal Director, Amsterdam) and Ben Phillips (Senior Associate, Dubai).